Cloudflare (NET) Form 3 Cloudflare / Matthew Prince ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Prince Matthew

(Last) (First) (Middle)

C/O CLOUDFLARE, INC.

101 TOWNSEND STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/12/2019

3. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO and Chair of the Board

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	29,015,456	(1)	I	See footnote(2)
Class B Common Stock	(1)	(1)	Class A Common Stock	1,013,584	(1)	I	See footnote(3)
Class B Common Stock	(1)	(1)	Class A Common Stock	1,694,456	(1)	I	See footnote(4)
Class B Common Stock	(1)	(1)	Class A Common Stock	3,340,115	(1)	I	See footnote(5)
Class B Common Stock	(1)	(1)	Class A Common Stock	800,000	(1)	I	See footnote(6)
Class B Common Stock	(1)	(1)	Class A Common Stock	1,853,388	(1)	I	See footnote(7)

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date.

2. The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.

3. The shares are held of record by The Matthew Prince 2017 Annuity Trust dated July 12, 2017, for which the reporting person serves as co-trustee and investment advisor.

4. The shares are held of record by The Matthew Prince 2018 Annuity Trust dated October 26, 2018, for which the reporting person serves as co-trustee and investment advisor.

5. The shares are held of record by The Matthew Prince 2019 Annuity Trust dated May 22, 2019, for which the reporting person serves as co-trustee and investment advisor.

6. The shares are held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.

7. The shares are held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Douglas Kramer, by power of attorney	09/12/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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